Article 803Keeping and Inspection of Documents Concerning a Consolidation-Type Merger Agreement
第八百三条（新設合併契約等に関する書面等の備置き及び閲覧等）
Each of the stock companies set forth in the following items (hereinafter referred to as a "disappearing stock company, etc." in this Division) must, from the day on which the consolidation-type merger agreement, etc. began to be kept until the day on which six months have elapsed from the day of formation of the company incorporated in the consolidation-type merger, the company incorporated in the incorporation-type split, or the wholly owning parent company incorporated in a share transfer (hereinafter referred to as an "incorporated company" in this division) (or, for any stock company disappearing in a consolidation-type merger, the day of formation of the company incorporated in the consolidation-type merger), keep documents detailing what is specified in those items (hereinafter referred to as the "consolidation-type merger agreement, etc." in this Section) and other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office:
次の各号に掲げる株式会社（以下この目において「消滅株式会社等」という。）は、新設合併契約等備置開始日から新設合併設立会社、新設分割設立会社又は株式移転設立完全親会社（以下この目において「設立会社」という。）の成立の日後六箇月を経過する日（新設合併消滅株式会社にあっては、新設合併設立会社の成立の日）までの間、当該各号に定めるもの（以下この節において「新設合併契約等」という。）の内容その他法務省令で定める事項を記載し、又は記録した書面又は電磁的記録をその本店に備え置かなければならない。
stock company disappearing in a consolidation-type merger:the consolidation-type merger agreement;
新設合併消滅株式会社 新設合併契約
stock company splitting in an incorporation-type split:the incorporation-type company split plan; and
新設分割株式会社 新設分割計画
wholly owned subsidiary company resulting from a share transfer:the share transfer plan.
株式移転完全子会社 株式移転計画
The "day on which the consolidation-type merger agreement, etc. began to be kept" prescribed in the preceding paragraph means the earliest of the following days:
前項に規定する「新設合併契約等備置開始日」とは、次に掲げる日のいずれか早い日をいう。
if the consolidation-type merger agreement, etc. is required to be approved by a resolution at a shareholders meeting (including a general meeting of class shareholders), the day two weeks prior to the day of the shareholders meeting (or, in the cases prescribed in Article 319, paragraph (1), the day when the proposal under that paragraph is submitted);
if there are shareholders who are to receive the notice under the provisions of Article 806, paragraph (3), the day of the notice under the provisions of that paragraph or the day of the public notice under paragraph (4) of that Article, whichever is earlier;
if there are share option holders who are to receive the notice under the provisions of Article 808, paragraph (3), the day of the notice under the provisions of that paragraph or the day of the public notice under paragraph (4) of that Article, whichever is earlier;
if the procedures under the provisions of Article 810 are required to be carried out, the day of the public notice under the provisions of paragraph (2) of that Article or the day of the notice under the provisions of that paragraph, whichever is earlier; or
in cases other than those prescribed in the preceding items, the day on which two weeks have elapsed from the day of preparation of the incorporation-type company split plan.
前各号に規定する場合以外の場合には、新設分割計画の作成の日から二週間を経過した日
Shareholders and creditors of a disappearing stock company, etc. (or, in the case of a wholly owned subsidiary company resulting from a share transfer, shareholders and share option holders) may make the following requests to the disappearing stock company, etc. at any time during its business hours; provided, however, that the fees designated by the disappearing stock company, etc. are required to be paid in order to make the requests set forth in item (ii) or item (iv):
requests for inspection of the documents set forth in paragraph (1);
第一項の書面の閲覧の請求
requests for delivery of a transcript or extract of the documents set forth in paragraph (1);
第一項の書面の謄本又は抄本の交付の請求
a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in paragraph (1); and
a request to be provided with the information recorded in an electronic or magnetic record as referred to in paragraph (1) by an electronic or magnetic means that the disappearing stock company, etc. has designated, or a request to be issued a document showing that information.
Read this with the articles around it
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· applies throughout the law
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
company incorporated in the consolidation-type merger
「新設合併設立会社」
The new company formed in a consolidation-type merger, which takes over all the rights and obligations of the companies that merged into it.
Short name set inArticle 753, paragraph (1)· applies only in this part
stock company disappearing in the consolidation-type mergermachine translation
「新設合併消滅株式会社」
A stock company that ceases to exist in a consolidation-type merger.
Short name set inArticle 753, paragraph (1), item (vi)· applies only in this part
company incorporated in the incorporation-type split
「新設分割設立会社」
The new company formed in an incorporation-type company split, which takes over the rights and obligations handed over to it.
Short name set inArticle 763, paragraph (1)· applies only in this part
stock company splitting in the Incorporation-type split
「新設分割株式会社」
A stock company that hands over rights and obligations of its business to a new company formed in an incorporation-type company split.
Short name set inArticle 763, paragraph (1), item (v)· applies only in this part
wholly owning parent company incorporated in a share transfermachine translation
「株式移転設立完全親会社」
The new stock company formed in a share transfer, which acquires all the issued shares of the companies carrying it out.
Short name set inArticle 773, paragraph (1), item (i)· applies only in this part
wholly owned subsidiary company resulting from a share transfermachine translation
「株式移転完全子会社」
A stock company all of whose issued shares are acquired by a new stock company formed in a share transfer.
Short name set inArticle 773, paragraph (1), item (v)· applies only in this part
consolidation-type merger agreement, etc.
「新設合併契約等」
The agreement for a consolidation-type merger, or the plan for an incorporation-type company split or a share transfer, which the stock companies involved must keep at their head office for shareholders and creditors to inspect.
Short name set inArticle 803, paragraph (1)· applies only in this section
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in a consolidation-type merger, splits off business in an incorporation-type company split, or becomes a wholly owned subsidiary in a share transfer, and must keep the merger agreement, split plan or share transfer plan at its head office.
Short name set inArticle 803, paragraph (1)· applies only in this division
incorporated company
「設立会社」
The new company formed in a consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 803, paragraph (1)· applies only in this division
day on which the consolidation-type merger agreement, etc. began to be keptmachine translation
「新設合併契約等備置開始日」
The day from which a stock company in a consolidation-type merger, incorporation-type company split or share transfer must keep the agreement or plan at its head office for inspection: the earliest of dates such as two weeks before the shareholders meeting that approves it, or the day notice of it is given to shareholders, share option holders or creditors.
Defined inArticle 803, paragraph (2)
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.